Exhibit 3.1

 

Form 201

(Revised 12/21)

 

Submit in duplicate to:
Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555  

 

Filing Fee: $300

 

 

Certificate of Formation
For-Profit Corporation 

 This space reserved for office use.

  

Article 1 - Entity Name and Type

 

The filing entity being formed is a for-profit corporation. The name of the entity is:

 

PBT LAND AND MINERALS, INC.

 

The name must contain the word “corporation,” “company,” “incorporated,” “limited” or an abbreviation of one of these terms.

 

Article 2 - Registered Agent and Registered Office

(See instructions. Select and complete either A or B and complete C.)

 

þA. The initial registered agent is an organization (cannot be entity named above) by the name of:

 

Cogency Global Inc.

 

OR

 

☐B. The initial registered agent is an individual resident of the state whose name is set forth below:

 

 

 
First Name M.I. Last Name Suffix

 

C.The business address of the registered agent and the registered office address is:

 

1601 Elm Street, Suite 4360 Dallas TX

75201

Street Address City State Zip Code

 

Article 3 - Directors

(A minimum of 1 director is required.)

 

The number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are as follows:

 

Director 1

 

Eric L. Oliver      
First Name M.I. Last Name     Suffix
       
400 Pine Street, Suite 1010 Abilene TX 79601 USA
Street or Mailing Address City State Zip Code Country

 

Form 201

 

 

 

 

Director 2
 
Kline   Oliver    
First Name M.I. Last Name     Suffix
           
400 Pine Street, Suite 1010 Abilene TX 79601 USA
Street or Mailing Address City   State Zip Code Country

 

Director 3
 
 
First Name M.I. Last Name     Suffix
           
Street or Mailing Address City   State Zip Code Country

 

Article 4 - Authorized Shares

(Provide the number of shares in the space below, then select option A or option B, do not select both.)

 

The total number of shares the corporation is authorized to issue is:1,000

 

þA. The par value of each of the authorized shares is: $0.01

 

OR

 

☐B. The shares shall have no par value.

 

If the shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, the par value (or statement of no par value), and the preferences, limitations, and relative rights of each class in the space provided for supplemental information on this form.

 

Article 5- Purpose

 

The purpose for which the corporation is formed is for the transaction of any and all lawful business for which a for-profit corporation may be organized under the Texas Business Organizations Code.

 

Initial Mailing Address

(Provide the mailing address to which state franchise tax correspondence should be sent.)

 

c/o SoftVest Advisors, LLC, 400 Pine Street, Suite 1010 Abilene TX 79601 USA
Mailing Address City State Zip Code

 Country

 

Supplemental Provisions/Information

 

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

 

Pursuant to Section 21.607 of the TBOC, the Corporation elects not to be governed by the restrictions on business combinations set forth in Subchapter M of Chapter 21 of the TBOC (including, without limitation, the special voting requirements applicable to business combinations with affiliated shareholders). Accordingly, the provisions of Section 21.606 of the TBOC and all related sections of Subchapter M of Chapter 21 of the TBOC shall not apply to the Corporation, its shareholders, or any business combination involving the Corporation.

 

 

Form 201

 

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Organizer

 

The name and address of the organizer:

 

Terrence G.Boyle

 

Name  
   
c/o Paul Hastings LLP, 200 Park Avenue New York NY 10166
Street or Mailing Address City State Zip Code

 

Effectiveness of Filing (Select either A, B, or C.)

 

A.þ This document becomes effective when the document is filed by the secretary of state.

 

B.☐This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: _________________________________________

 

C.☐ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is: ____________________________________

  

The following event or fact will cause the document to take effect in the manner described below:

 

 

 

 

 

Execution

 

The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned also affirms that, to the best knowledge of the undersigned, the name provided as the name of the filing entity does not falsely imply an affiliation with a governmental entity. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.

 

Date: 06/18/2026  
   
  /s/ Terrence G. Boyle
  Signature of organizer
   
  Terrence G. Boyle
  Printed or typed name of organizer

 

Form 201

 

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